Dear Members,

The directors have pleasure in presenting the Company’s 14th Annual Report with the Audited financial statements of the Company for the Year ended 31st March, 2019.

FINANCIAL HIGHLIGHTS:

(Amount in Rs.)

SUMMARY OF BUSINESS OPERATIONS:

During the year 2018-19 the company has earned a profit before tax to a tune of Rs.36.19 Lakh as compared to a profit of Rs.30.29 lakh in the previous financial year i.e.2017-18 and the profit after tax for the year is 27.80 lakh against a profit of Rs. 16.85 lakh during the previous financial year and Earning per share for 2018-19 is Rs.0.68/-.

TRANSFER TO RESERVES:

The company has not transferred any amount to Reserves and Surplus Account for the financial year 2018-19.

DIVIDEND:

With a view to plough back of profits and using net profits for liquidity purposes and day-to-day operational activities, your Board of Directors does not recommend any Dividends for the financial year 2018-19.

SHARE CAPITAL:

As on 31^st March, 2019, the authorized capital of the company was Rs. 5,70,00,000/comprising 57,00,000 equity shares of Rs.10/-each and the issued, subscribed and paid up share capital is Rs. 4,19,00,000/-, comprising 41,90,000 equity shares of Rs.10/- each.

During the year the paid -up share capital of the company was increased from Rs. 3,07,80,000/- to Rs.4,19,00,000/- by issuing 11,12,000 equity shares of Rs.10 each/with a premium of Rs. 47/- each through Initial Public Offer.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of business of the Company during the year under review.

LISTING OF SECURITIES ON BOMBAY STOCK EXCHANGE-SME PLATFORM:

The Equity shares of the Company have been listed on Bombay Stock Exchange-SME Platform w.e.f 04.04.2018.

During the year under review the company came up with a Public Issue of 11,12,000 equity shares on Initial Public Offer of face value of Rs.10/- at an offer price of Rs.57/-each along with a premium of Rs.47/- each.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL: RESIGNATION AND APPOINTMENT:

During the year under review Mr. Nalin Patel, tendered his resignation to the Directorship of the company due to other preoccupations.

Mr. Venkata Muralidhar Koduri joined the board as an additional director in the category of Independent Non-executive Director w.e.f 13.10.2018 whose appointment will be subject to the approval of Shareholders in the ensuing Annual General meeting.

And Ms. Udayasri Mavuleti was appointed as Chief Financial officer of the Company w.e.f. 02.04.2018

CHANGE IN DESIGNATION:

Mr. Bukkaraju Venkata Jaganmohan has been re-designated as Non-executive Professional Director form non-executive independent director, in consequence of his being disqualified to continue as an Independent Director due to acquiring the interest in capital of the company by holding 1,96,000 equity shares in the Company through Initial Public Offer.

Apart from above there were no changes in the composition of Board of Directors and Key Managerial Personnel.

All the above mentioned changes in the Board have been intimated with the BSE within the prescribed timelines and the relevant e-forms were filed with ROC-Hyderabad to intimate the same with the ROC.

STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL AS ON 31.03.2019

COMMITTEES TO THE BOARD:

The details of the Committees to the Board viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee are as follows.

AUDIT COMMITTEE:

Description and Terms of reference:

The Audit Committee was constituted Pursuant to Sec 177 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

Further the Audit committee was reconstituted with the following members, consequent to the Resignation of Mr. Nalin Kumar Patel and Appointment of Mr. Venkata Muralidhar Koduri w.e.f 13.10.2018 and the Composition of the Audit Committee as on 31.03.2019 is as follows:

Meetings:

Members of Audit Committee met thrice during the financial year 2018-19.

NOMINATION AND REMUNERATION COMMITTEE:

Description and Terms of reference:

The Nomination and Remuneration Committee was constituted Pursuant to Sec 178 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

Further the committee was reconstituted with the following members’ w.e.f 27.05.2018, consequent to the Re-designation of Mr. Jaganmohan Venkata Bukkaraju as nonexecutive professional director and the Composition of Nomination & Remuneration Committee as on 31.03.2019 is as follows:

Meetings:

Members of Nomination & Remuneration Committee met twice during the financial year 2018-19.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholder Relationship Committee was constituted Pursuant to Sec 178 of the Companies Act, 2013, other applicable provisions and rules of the said Act, with the following members.

Meetings:

Members of Stakeholder Relationship Committee met once during the financial year 2018-19.

However, pursuant to Sec 178 of Companies Act, 2013, the Company is not required to constitute Stakeholder Relationship Committee, Hence the said committee has been dissolved with the approval of Board of Directors vide Board Meeting dated 27.05.2019 and Company secretary & Compliance Officer is entrusted with the responsibility of reviewing and resolving the Investor Complains, if any and report to the Board on the same from time to time.

All the above mentioned changes in constitution of Committees were intimated to the Stock Exchange within the prescribed timelines.

MEETINGS OF MEMBERS:

The members of the company met once during the financial year 2018-19 on 18.08.2018 on Annual General Meeting of the Company, in respect of which proper notices were given and the proceedings were properly recorded, signed and maintained in the Minutes Book maintained by the Company.

MEETINGS OF BOARD OF DIRECTORS HELD DURING THE FINANCIAL YEAR 2018-19 AND ATTENDANCE OF DIRECTORS THEREOF:

Meetings of Board of Directors:

The board of directors met 6 (Six) times during the financial year 2018-19 on:

Attendance of Directors

MEETING OF INDEPENDENT DIRECTORS:

A separate meeting for Independent Directors without the attendance of non-independent directors and members of the management was held on 08.02.2019. The independent Directors reviewed the performance of Non-Independent Directors and Chairperson based on criteria prescribed by SEBI and Companies Act, 2013 by having a questionnaire collected from all the directors.

PERFORMANCE EVALUATION:

The Board of directors has carried out an evaluation of its own performance, Board Committees and Individual directors pursuant to provisions of Companies Act, 2013.

The Performance of the Board was evaluated by the Nomination and Remuneration Committee after seeking inputs from all the directors on basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning.

The performance of Committees was evaluated by the board after seeking the inputs from the committee members on basis of criteria such as composition of committees, effectiveness of committee meetings etc.

The performance of Individual directors was evaluated on basis of criteria such as contribution of each and every director to the board and committee meetings like effective participation and independence in the decision making and inputs given in the meetings etc.

DECLARATION BY INDEPENDENT DIRECTORS:

Mr. Sreenivas Katragadda, Mr. Rakesh Choudhary and Mr. Venkata Muralidhar Koduri are the Independent Directors on the Board of as on 31.03.2019.

The company has received declarations from all the independent directors confirming that they meet the criteria of independence as prescribed under sec 149(6) of the Companies Act, 2013 read with rules issued thereunder as well as Regulation 16(1)(b) of SEBI(LODR).

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:

a) In the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the profit of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g) The company has complied with provisions relating to constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace (prevention, Prohibition and Redressal) Act, 2013.

NOMINATION AND REMUNERATION POLICY:

The Board has on recommendation of Nomination & Remuneration Committee framed a policy for selection, appointment and remuneration of Directors and key Managerial Personnel, including criteria for determining qualifications, positive attributes and independence of directors.

The policy is available on Company’s Website Website link: https://lexnimble.in/#investors

PARTICULARS OF EMPLOYEES:

The provisions of Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as none of the employees of the Company has received remuneration above the limits specified in Rule 5(2) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the financial year 2018-19.

The information required under Section 197(12) of Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in statement annexed herewith as Annexure-III

EXTRACT OF ANNUAL RETURN:

The Extract Annual Return as on March 31^st 2019 Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available in the website of the company www.lexnimble.in

PUBLIC DEPOSITS:

During the year under review, the company has not accepted deposits within the meaning of Section 73 to76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARY COMPANY:

The Company has no subsidiaries as on 31.03.2019

CORPORATE GOVERNANCE:

The equity shares of the Company are listed with BSE-SME Exchange and therefore pursuant to Regulation 15 (2) (b) of SEBI(LODR) Regulations, 2015,Regulation 27 of SEBI(LODR) Regulations, 2015 and Part C of Schedule V relating to compliance of Corporate Governance are not applicable to the Company. Hence the Company need not to comply with the requirements specified in Part E of Schedule II pursuant to regulation 27 of SEBI (LODR) Regulations, 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013:

The Company has not made any loans, guarantees or investments during the financial year 2018-19 under review.

PARTICULARS OF MATERIAL CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:

During the year under review the company has entered into related party transactions and same was in compliance with applicable provisions of the Act. The said transactions were at arm’s length basis and in normal course of business and same has been reported in Form AOC-2 as required under sec 134(3)(h) of companies Act, 2013 read with Rule 8 of Companies(Accounts) Rules, 2014 which forms part of this report.

All such transactions were placed before the Audit Committee and Board for their approval.

WHISTLE BLOWER POLICY:

Pursuant to provisions of Section 177 of Companies Act, 2013 read with rule 7 of the Companies (meetings of Board and its powers) rules, 2014 the Board of Directors had approved the Policy on Vigil mechanism/ Whistle Blower Policy

Through this policy the directors and employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The policy is available on the website of the Company www.lexnimble.in

PREVENTION OF INSIDER TRADING:

Pursuant to provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 the company has formulated a Code for prevention of Insider Trading. The same is available on Website of the Company www.lexnimble.in

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, there were no cases filed under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company Constituted an Internal Complaints Committee to resolve the cases and to sensitize the women work force on the issues which are covered under this Act.

The Members of the Committee are as follows:

Further Company ensures that there is a healthy and safe atmosphere for every woman employee at the workplace.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company is not carrying out any manufacturing activity,

a) Conservation of Energy : N.A

b) Technology Absorption

i. Research & Development : Nil

ii. Technology Absorption and Innovation : Nil

iii. However the Company has making continuous efforts to keep the employees informed of all emerging technologies and developments which are relevant to Business of the Company.

c) Foreign Exchange earnings & Out go

i. Earnings : Rs. 1,92,64,473/-

ii. Out go : Nil

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34(e) read with Schedule V of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report of the Company for the financial year 2018-19 is set out in this report as Annexure-I

COST AUDIT:

Pursuant to the Provisions of Sec 148 of Companies Act, 2013, the maintenance of Cost Records is not applicable to the Company.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements for the year ended 31^st March, 2019 are proportionate with the size and nature of business of the Company which includes budgetary control, monitoring of expenses at various levels of authority, monitoring the adherence of company’s policies in preparing and reporting the financial information, monitoring all the internal controls through internal audit process etc.

AUDITORS: STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. SPC & Associates, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the Tenth (10^th) annual general meeting (AGM) held on 29.07.2015 till the conclusion of the Fifteenth (15^th) AGM to be held in the year 2020.

There is no qualification, reservation, adverse remark or disclaimer by the statutory Auditors mentioned in their report.

SECRETARIAL AUDITOR:

Pursuant to Section 204 of Companies Act, 2013 and rules made thereunder, the Company has appointed CS. V. Bhaskara Rao, Practicing Company Secretary, Hyderabad as a Secretarial Auditor of the Company in the Meeting of Board of Directors held on 21.07.2018. The Secretarial Audit Report is attached herewith as Annexure II.

Further there were no qualifications or observations mentioned in the Secretarial Audit Report except the observation mentioned by Secretarial Auditor about the Compounding Application filed by the Company.

With regard to observation contained in the Secretarial Audit report, the directors state as under:

Observation: The Company has filed a compounding application with RBI on 12.11.2018 with regard to delay in filing form FCGPR for the Bonus Shares allotted as on 26.07.2017. The same has been compounded by RBI vide order dated 17.01.2019, Order No.CA HYD 354 after paying the levied penalty amounting to Rs. 52,060/- by the Company.

INTERNAL AUDITORS:

Pursuant to Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 Mr. Krishna Prasad B has been appointed as an Internal Auditor of the company vide Board Meeting dated 02.04.2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year under review the company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status of the Company, However during the year under review the company has applied for voluntary compounding proceedings with RBI due to delay in filing of form FCGPR for Bonus issue made in the Financial year 2017-18. The same has been compounded by RBI, and the issue was settled by paying the requisite penalty of Rs. 52,060/- levied by RBI order dated 17.01.2019, Order No.CA HYD 354

RISK MANAGEMENT:

Generally we believe that High Risk gives high returns but it fails without appropriate risk management. An appropriate risk management policy mitigates the risk and maximizes the return.

Therefore the Company has established a well-defined risk management policy which is available in the website of the Company www.lexnimble.in

CORPORATE SOCIAL RESONSIBILITY:

The Company is not covered under Section 135 of Companies Act, 2013 and rules made thereunder hence corporate social responsibility report is not required to be annexed.

MATERIAL CHANGES OCCURRED AFTER THE END OF FINANCIAL YEAR AND BEFORE THE DATE OF THIS REPORT:

No such change or events occurred which effects the financial position of the company.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for cooperation extended by all the Stakeholders and employees through their dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.

For and on behalf of the Board of

Lex Nimble Solutions Limited

Sd/-

Praveen Chakravarthy Medikundam

Chairman & Director

Place: Hyderabad

Date: 25.06.2019 DIN:02816167